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04/17/2024 Agreement
GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: April 25, 2024 TO: Ammie Machan, Administrative Assistant Tourist Development Council FROM: Liz Yongue, Deputy Clerk SUBJECT: April 17, 2024 BOCC Meeting The following items have been executed and added to the record: D17 2nd Amendment to Agreement with Friends of the Pool, Inc. for the Alligator Light Station Restoration Phase I project to extend the completion date to September 30, 2025. D 18 1 st Amendment to Agreement with Friends of the Pool, Inc. for the Alligator Light Station Phase I Part II Project to extend the completion date of the project to September 30, 2025. D24 Agreement with Hidden Harbor Marine Environmental Project, Inc. for the Turtle Hospital Guest Tiki Roll Down Shades project in an amount not to exceed $36,800 DAC III FY 2024 Capital Resources. D26 Agreement with Key West Business Guild, Inc. to provide gay and lesbian visitor information services. D27 1 st Amendment to the Master Services Agreement with Amadeus Hospitality, Inc. to provide business intelligence including forward looking occupancy and average daily rate trends retroactively from February 17, 2024 to February 16, 2025 in an amount not to exceed $20,700. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 KEY WEST BUSINESS GUILD — GAY & LESBIAN VIS AGREEMENT THIS AGREEMENT (Agreement), made and entered into this 17th day of April 2024 and between MONROE COUNTY, FLORIDA, (hereinafter called the County), and Key West Business Guild, Inc., (hereinafter called the Contractor). WHEREAS, Contractor has successfully provided Visitor Information Services (VIS) which promote gay and lesbian tourism for the County and Tourist Development Council (TDC) since April 1, 2001 and is uniquely qualified to provide these services; and WHEREAS, TDC has recommended to the County that Contractor be awarded an Agreement for Visitor Information Services which promote gay and lesbian tourism; NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein and for the consideration hereinafter set forth, the parties mutually agree as follows- 1. The Agreement: This Agreement constitutes the entire Agreement between the County and the Contractor for the services contemplated herein. Any amendments or revisions to this Agreement must be in writing and be executed in the same manner as this Agreement. 2. Term of Agreement: The term of the Agreement is for three years, commencing on October 1, 2024, and ending on September 30, 2027. In addition, the County shall have the option to extend the Agreement for one additional two-year period with an increase in compensation of up to five percent (5%), as further outlined below. 3. Scope of Work: Contractor shall provide Gay & Lesbian Visitor Information Services for the County as described below: A. The Contractor will respond to all visitor inquiries (telephone, email/web and in- person walk-ins) for the benefit of the destination as a whole, and not just for the benefit of the Contractor or members of the Contractor's organization, nor discriminate against non-members. B. The Contractor will use an approved standard template when responding to visitor emails/web inquiries. Said template shall include a link to visit the TDC official website (www.fla-ke ), a link to sign up for a Gay & Lesbian eNewsletter via the Contractor's website, and a link to view or download an electronic version of the brochure used in VIS mail fulfillment via the Contractor's website (if mail fulfillment is provided). The template may also include the Contractor's logo and a link to Contractor's website. Said template is subject to review and periodic change by the Monroe County TDC. C. The Contractor will give the TDC official website address: www.fla-keys.com, or its Gay and Lesbian info page: www.fla-keys.com/gay, as the first response for a destination website and shall introduce the official TDC website to all caller and email enquirers as a source for further information on the destination. This provision shall not Key West Business Guild 1 Gay& Lesbian VIS ID#: 3184 preclude Contractor from introducing its own website as a secondary source of information. D. The Contractor will provide Visitor Information Services to visitors or enquirers calling into, emailing or walking into the facility Monday through Saturday, 9.00 a.m. to 5.00 p.m., with the exception of Christmas Eve afternoon, Christmas Day; New Year's Day; President's Day, Easter, Memorial Day; Juneteenth; Independence Day; Labor Day and Thanksgiving Day. E. The Contractor will provide voice mail, answering machine or similar procedures to capture visitor inquiries during off hour operations or call overflow. F. The Contractor will provide and maintain a website at their own cost for gay and lesbian visitor information, including gay and lesbian accommodations and attractions within the destination, a link to the TDC website. The website shall be available 24 hours a day, Monday through Sunday, with the exception of required outages for site maintenance and upgrades. G. The Contractor will provide and maintain social media platforms (at the time of this writing, this is limited to Facebook), and Instagram. The contractor will provide monthly reports, including but not limited to those relating to post reach, post engagement, demographics of audience, and location of audience. H.. The Contractor shall record and capture visitor market research data from telephone inquiries, email inquiries or walk-in visitors. Market research data can be captured via in-facility kiosk or by staff data entry. I. The Contractor will provide tracking data on visitation to the website; including total sessions, total page views, top pages viewed, top referral pages and top referral search engines. Additional reporting will note the number of page views the electronic brochure pages receives monthly. Contractor shall provide these website visitation statistics to the TDC on a monthly basis. J. The Contractor will produce collateral material for gay and lesbian visitors and provide mail fulfillment of said material internally or via subcontract. The Contractor shall retrieve and record all information required for callers or email inquiries resulting in mail fulfillment requests, which includes the name, address, ZIP code and telephone number or email address (when provided) of the caller. K. The Contractor will prepare labels, place labels on envelopes, place approved collateral material in envelopes, place first class postage and deliver fulfillment to the post office. The Contractor shall use its own collateral material and/or local gay/lesbian industry materials as mail fulfillment. The Contractor shall provide the TDC with a copy of any collateral materials used for mail fulfillment for their records. Key West Business Guild 2 Gay& Lesbian VIS ID#: 3184 L. The Contractor will provide its own (305) telephone line(s), collateral material, mail fulfillment envelopes/packaging, postage, postage equipment, computer equipment and staff to provide said service. No additional funding shall be provided by the TDC for fulfillment of these contractual services. M. The Contractor is prohibited from distributing visitor name and address information recorded via visitor collateral requests to third parties without the express verbal or written consent of the visitors. The Contractor shall at all times comply with the Telecommunications Act, relevant Postal Regulations or other regulations regarding third party mail distribution. N. The Visitor Information Service program is subject to review and periodic change by the Monroe County TDC. Any significant change resulting in substantial costs and/or time in the scope of services requires the written and signed consent of both parties. 4. Compensation: Contractor shall charge $57,881.25 (Fifty-Seven Thousand Eight Hundred Eighty-One Dollars and Twenty-Five Cents) as an annual administration fee to cover costs outlined in scope of services. Payment will be made in eleven (11) monthly installments of $4,823.45 (Four Thousand Eight Hundred Twenty-Three Dollars and Forty-Five Cents) and one (1) installment of $4,823.30 (Four Thousand Eight Hundred Twenty Three Dollars and Thiry Cents). If the option to extend is exercised by the parties, the annual Agreeemetn amount shall be increased by up to 5% or to no more than $60,775.31 per Fiscal Year. The BOCC and the TDC assume no liability to fund this agreement for an amount in excess of this award. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Contractor upon presentation of invoices, and other documentation necessary to support a claim for reimbursement. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the BOCC. 5. Contractor's Acceptance of Conditions: The Contractor hereby agrees to carefully examine the scope of services and assumes full responsibility therefore. Under no circumstances, conditions or situations shall this Agreement be more strongly construed against the County than against the Contractor. A. Any ambiguity or uncertainty in the scope of services shall be interpreted and construed by the County, and the County's decision shall be final and binding upon all parties. B. The passing, approval and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Agreement. Failure on the part of the Contractor, immediately after Notice to Correct a default, shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor, who in any event shall be jointly and severely liable to the County for all damage, loss and expense caused to the County by reason of the Contractor's breach of this Agreement and/or his failure to comply strictly and in all things with this Agreement and with the specifications. Key West Business Guild 3 Gay& Lesbian VIS ID#: 3184 C. The Contractor agrees that the TDC may designate representatives to visit the Contractor's facility (ies) periodically to conduct random open file evaluations during the Contractor's normal business hours. D. The Contractor warrants that it has, and shall maintain throughout the term of this Agreement, appropriate licenses and permits required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and permits shall be submitted to the County upon request. 6. Contractor's Financial Records: Contractor shall maintain all books, records and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. Contractor to submit to the County invoices with supporting documentation that are acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. 7. Public Records Compliance: Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a Key West Business Guild 4 Gay& Lesbian VIS ID#: 3184 reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY-BRIAN(a,MONROECOUNTY-FL.GOV, MONROE COUNTY Key West Business Guild 5 Gay& Lesbian VIS ID#: 3184 ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 8. Hold Harmless: The Contractor covenants and agrees to indemnify and hold harmless Monroe County BOCC and the TDC from any and all claims for bodily injury (including death), personal injury and property damage (including property owned by Monroe County) and any other losses, damages and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors or other wrongful act of omission of the Contractor or its subcontractors in any tier, their employees or agents. 9. Independent Contractor: At all times and for all purposes under this Agreement the Contractor is an independent Contractor and not an employee of the BOCC. No statement contained in this Agreement shall be construed so as to find the Contractor or any of its employees, contractors, servants or agents to be employees of the BOCC. 10. Nondiscrimination: County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Grantee agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disabilities; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 11. Assignment/Subcontract: The Contractor shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the BOCC and Contractor, which approval shall be subject to such conditions and provisions as the BOCC Key West Business Guild 6 Gay& Lesbian VIS ID#: 3184 may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. 12. Compliance with Law: In providing all services/goods pursuant to this Agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this Agreement and shall entitle the BOCC to terminate this Agreement immediately upon delivery of written notice of termination to the Contractor. The Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 13. Disclosure and Conflict of Interest: The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, as provided in Sect. 112.311, et seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this Agreement, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Contractor sponsors, endorses, recommends, supervises or requires for counseling, assistance, evaluation or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 14. Arrears: The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any Agreement, debt, obligation, judgment, lien or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. Key West Business Guild 7 Gay& Lesbian VIS ID#: 3184 15. Notice Requirement: Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR TDC: Maxine Pacini Monroe County TDC 1201 White Street, Suite 102 Key West, FL 33040 FOR COUNTY: Christine Limbert-Barrows, Assistant County Attorney PO Box 1026 Key West, FL 33041-1026 FOR CONTRACTOR: Key West Business Guild, Inc. 808 Duval St Key West, FL 33040 16. Taxes: The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this Agreement, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. 17. Termination: A. The County may terminate this Agreement for cause with seven (7) days' notice to the Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this Agreement. B. Either of the parties hereto may terminate this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. C. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. D. For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Key West Business Guild 8 Gay& Lesbian VIS ID#: 3184 Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 18. Governing Law, Venue, Interpretation, Costs and Fees: A. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to Agreements made and to be performed entirely in the State. B. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. C. The County and Contractor agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. D. Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. E. Attorney's Fees and Costs. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative and out-of-pocket expenses as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. F. Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer Key West Business Guild 9 Gay& Lesbian VIS ID#: 3184 sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. G. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 19. Binding Effect: The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. 20. Authority: Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 21. Claims for Federal or State Aid: Contractor and County agree that each shall be, and is, empowered to apply for, seek and obtain Federal and State funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals and funding solicitations shall be approved by each party prior to submission. 22. Privileges and Immunities: All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers or employees outside the territorial limits of the County. 23. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute and case law. 24. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer or Key West Business Guild 10 Gay& Lesbian VIS ID#: 3184 employee of either shall have the authority to inform, counsel or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 25. COUNTY FORMS: By signing this Agreement, CONTRACTOR has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug-Free Workplace Statement and Vendor Certification Regarding Scrutinized Companies List as set forth in more detail in this Agreement. Public Entity Crime Statement: The CONTRACTOR certifies and agrees that CONTRACTOR nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, CONTRACTOR or subcontractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONTRACTOR has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. Ethics Clause: By signing this Agreement, the CONTRACTOR warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or Key West Business Guild ll Gay& Lesbian VIS ID#: 3184 employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. DRUG-FREE WORKPLACE: CONTRACTOR in accordance with Florida Statute 287.087 hereby certifies that CONTRACTOR shall- 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. The person authorized to sign the Agreement certifies that CONTRACTOR complies fully with the above requirements. VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS: CONTRACTOR agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of $1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in Key West Business Guild 12 Gay& Lesbian VIS ID#: 3184 the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of CONTRACTOR, I hereby certify that the company identified above as "CONTRACTOR" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Note: The List are available at the following Department of Management Services Site: http://www.dms.myflorida.com/business operations/state purchasing/vendor information/co nvicted suspended discriminatory complaints vendor lists Non Collusion Affidavit: CONTRACTOR by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the firm of CONTRACTOR, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so; the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 26. No Personal Liability: No covenant or Agreement contained herein shall be deemed to be a covenant or Agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 27. Execution in Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall Key West Business Guild 13 Gay& Lesbian VIS ID#: 3184 constitute one and the same instrument and any of the parties hereto may execute this Agreement by singing any such counterpart. 28. E-Verify System: Beginning January 1, 2021, in accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095 29. Insurance: The Provider shall maintain the following required insurance throughout the entire term of this agreement and any extensions. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Provider to maintain the required insurance shall not extend any deadlines specified in this agreement and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for Provider's failure to maintain the required insurance. The Provider shall provide, to the County, as satisfactory evidence of the required insurance, either: Certificate of Insurance or A Certified copy of the actual insurance policy The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this agreement. All Insurance policies must specify that they are not subject to cancellation, non- renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the County by the insurer. The acceptance and/or approval of the Provider's insurance shall not be construed as relieving the Provider from any liability or obligation assumed under this agreement or imposed by law. The Monroe County Board of County Commissioners, its employees and officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. Any deviations from these General Insurance Requirements must be requested in writing from the County. Such requests shall be prepared from the County's form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. A. Prior to the commencement of work governed by this agreement the Provider shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Provider shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits Key West Business Guild 14 Gay& Lesbian VIS ID#: 3184 $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the agreement. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida and the company or companies must maintain a minimum rating of A-V1, as assigned by the A.M. Best Company. B. Prior to the commencement of work governed by this agreement, the Provider shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the agreement and include, as a minimum: • Premises Operations and Contents • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per person $1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this agreement. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 30. Section Headings: Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Key West Business Guild 15 Gay& Lesbian VIS ID#: 3184 , , IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. .,, ,,..-„, (SEALYs:, -, Board of County Commissioners ' - 3,, ...... ---- ,,;,A,, Attest' Ke\vin4Madok, Clerk `' of on oe C• nt , „,--.,-, , „ ,, VAQ' ;11 )TI)l',1,'„:,':11,:'\L' 1 \ .'..'ri',. :,:(‘);',-----A.410 a er. # f,,,-; ,\--,‘, 'i 'i': ::':-', , _A ,---...:,---, ' .,,,,,! id.1,- '-'•--FAS,IDepu- ,,lerk Mayor/Chairman MONROE COUNTY ATTORNEY \PPR v.4p AS TO FO 1: , , . 41 CHRISTINE LIMBERT-BARROWS ASSISTANT COUNTY ATTORNEY DATE:_4/1/24 Key West Business Guild, Inc. 'eP.,:frel: 320 r-n. IN, , C31 73 521-3/ /4 -,:i-L-el-q-- --- ,........_ ;it. al, Print Name ---tc--; = •rn Date: 3/ t LI/.2ocra"1 -,..;A. **1,1 ra-' Allk AND TWO WITNEip,..jalW 0?,s3.,...._ ....._, a,..._..............„ (1) (2) , iV ..-- ...rtt, (72-, --- --.-- RV'V\-Cjit--,) g I I Lit. Ltirl aft;;114 (1) (2) D Print Name Print Name I, 4 [ eLo ..-?_. - , Date: I Date: '51141-1 Z02.44.- l' Key West Business Guild 16 Gay&Lesbian VIS ID#: 3184 , DATE(MM/DD/YYYY) ACCOR" CERTIFICATE OF LIABILITY INSURANCE 3/21/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Key West Insurance PHONE FAX 3152 Northside Drive, Unit 201A&201 B A/C No Ext: 305-294-1096 A/C,No):305-294-8016 Key West FL 33040 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# License#:L100460 INSURERA: Century Surety Company 36951 INSURED KEYWESG-CD INSURER B: MSA Insurance Company 11066 Key West Business Guild, Inc. Attn: Mr. Robert Dougherty INsuRERc: NGM Insurance Company 14788 808 Duval Street INSURERD:Arch Insurance Company 11150 Key West FL 33040 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:821279234 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY Y CCP1157687 7/10/2023 7/10/2024 EACH OCCURRENCE $$1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $$100,000 APPROVED BY RISK MANAGEMENT ,r MED EXP(Any one person) $$5,000 BY — ,':`-^ "" �r✓'� PERSONAL&ADV INJURY $$1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: DATE 3121�ZU4 GENERALAGGREGATE $$2,000,000 POLICY❑ PRO ❑ LOC WAIVER NIA YES JECT _ PRODUCTS-COMP/OP AGG $ X OTHER: $ B AUTOMOBILE LIABILITY BPG30095 8/31/2023 8/31/2024 COMBINED SINGLE LIMIT $$1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION WCG30095 8/31/2023 8/31/2024 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $$100,00 OFFICE R/M EMBER EXCLUDED? ❑ N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $$100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $$500,000 D Directors and Officers NFP0128634-06 10/12/2023 10/12/2024 Aggregrate $1,000,000 Each Occurrence $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County BOCC is Named as an Additional Insured on the General Liability as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD